##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

|    |  |                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the period ended September 30,
2001
|   
|   
|   
|   
|[ ] |  | Transition report under Section 13 or 15(d) of the Exchange Act
for the transition period from      to                          
|   
|   
|   
|   

Commission file number: 000-30805

WGNB CORP.
(Exact name of small business issuer as specified in its charter)

|                                 |  |                                                
|-------------------------------- |  | -----------------------------------------------
|Georgia
(State of Incorporation) |  | 58-1640130
(I.R.S. Employer Identification No.)

201 Maple Street
P.O. Box 280
Carrollton, Georgia 30117
(Address of principal executive offices)

(770) 832-3557
(Issuers telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at October 31, 2001
|                              |  |                                
|Common Stock, $1.25 par value |  | 3,098,165                      

Transitional Small Business Disclosure Format: Yes [ ] No [ X ]



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TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Part I  Financial Information                                                               
|Consolidated Balance Sheet                                                                   
|Consolidated Statements of Earnings                                                          
|Consolidated Statements of Comprehensive Income                                              
|Consolidated Statements of Cash Flows                                                        
|Consolidated Statements of Cash Flows, continued                                             
|Notes to Consolidated Financial Statements                                                   
|Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
|Part II  Other Information                                                                  
|SIGNATURES                                                                                   



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##### Table of Contents






Part I  Financial Information

Item 1. Financial Statements

The unaudited financial statements of WGNB Corp. (the Company) are set
forth on the following pages. All adjustments have been made which, in the
opinion of management, are necessary in order to make the financial statements
not misleading.

2



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##### Table of Contents



WGNB CORP.

Consolidated Financial Statements

September 30, 2001

WGNB CORP.Consolidated Balance Sheet

September 30, 2001
(unaudited)




Assets

|                                                                         |                                                                                                      |   |                            |                           |  |             |            | 
|------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | - | -------------------------- | ------------------------- |  | ----------- | ---------- | 
|Cash and cash due from banks, including reserve requirements
of $100,000 |                                                                                                      | $ | 11,030,330                 |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal funds sold                                                       |                                                                                                      |   | 22,771,000                 |                          
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      |   |                            | Cash and cash equivalents |  |             | 33,801,330 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Securities available for sale                                            |                                                                                                      |   | 46,576,506                 |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Securities held to maturity                                              |                                                                                                      |   | 1,000,000                  |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Loans, net                                                               |                                                                                                      |   | 253,220,776                |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Premises and equipment, net                                              |                                                                                                      |   | 6,197,082                  |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Accrued interest receivable                                              |                                                                                                      |   | 2,087,394                  |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other assets                                                             |                                                                                                      |   | 3,602,576                  |                          
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      | $ | 346,485,664                |                          
|                                                                         |                                                                                                      |   |                            |                          
|Liabilities and Stockholders Equity                                    
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Deposits:                                                                |                                                                                                      |   |                            |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Demand                                                                                               |   | $                          | 36,025,529                | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Interest bearing demand                                                                              |   |                            | 100,743,446               | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Savings                                                                                              |   |                            | 8,164,721                 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Time                                                                                                 |   |                            | 90,044,844                | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Time, over $100,000                                                                                  |   |                            | 42,349,967                | 
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      |   | Total deposits             |                           |  | 277,328,507 |           
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal Home Loan Bank advances                                          |                                                                                                      |   | 35,000,000                 |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other borrowings                                                         |                                                                                                      |   | 1,282,000                  |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Accrued interest payable                                                 |                                                                                                      |   | 2,102,602                  |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other liabilities                                                        |                                                                                                      |   | 1,947,252                  |                          
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      |   | Total liabilities          |                           |  | 317,660,361 |           
|                                                                         |                                                                                                      |   |                            |                          
|Stockholders equity:                                                    |                                                                                                      |   |                            |                          
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Common stock, $1.25 par value, 10,000,000 shares authorized;
3,098,165 shares issued and outstanding |   |                            | 3,872,706                 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Additional paid-in capital                                                                           |   |                            | 832,054                   | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Retained earnings                                                                                    |   |                            | 23,358,232                | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Accumulated comprehensive income                                                                     |   |                            | 762,311                   | 
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      |   | Total stockholders equity |                           |  | 28,825,303  |           
|                                                                         |                                                                                                      |   |                            |                          
|                                                                         |                                                                                                      | $ | 346,485,664                |                          
|                                                                         |                                                                                                      |   |                            |                          

See accompanying notes to consolidated financial statements.

3



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Earnings

For the Three and Nine Months Ended September 30, 2001 and 2000
(unaudited)

|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |            |           |            | 
|---------------------------------- | ------------------------------------- | ------- | --------------------------------------------------- | --------- | -------------------- | --------- | ------------------- | --------- | --------- | --------- | --------- | ---------- | --------- | ---------- | --------- | ---------- | --------- | ---------- | 
|                                   |                                       |         |                                                     |           | For the Three Months |           | For the Nine Months
|                                   |                                       |         |                                                     |           | Ended September 30,  |           | Ended September 30,
|                                   |                                       |         |                                                     |           |                      |           |                    
|                                   |                                       |         |                                                     |           | 2001                 |           | 2000                |           | 2001      |           | 2000     
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |          
|Interest income:                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                  
|                                  
|                                  
|                                  
|                                   | Interest and fees on loans            |         | $                                                   | 5,867,061 |                      |           |                     | 5,551,588 |           |           |           | 17,653,717 |           |            |           | 15,227,797 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on federal funds sold        |         |                                                     | 156,891   |                      |           |                     | 92,818    |           |           |           | 365,704    |           |            |           | 259,786    |          
|                                  
|                                  
|                                  
|                                  
|Interest on investment securities: |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                  
|                                  
|                                  
|                                  
|                                   | U.S. Government agencies              |         |                                                     | 375,048   |                      |           |                     | 425,527   |           |           |           | 1,265,930  |           |            |           | 1,358,764  |          
|                                  
|                                  
|                                  
|                                  
|                                   | State, county and municipal           |         |                                                     | 247,745   |                      |           |                     | 166,711   |           |           |           | 624,289    |           |            |           | 524,749    |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other                                 |         |                                                     | 60,103    |                      |           |                     | 49,992    |           |           |           | 174,387    |           |            |           | 130,043    |          
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Total interest income                               |           |                      | 6,706,848 |                     |           |           | 6,286,636 |           |            |           | 20,084,027 |           |            |           | 17,501,139 | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Interest expense:                  |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on deposits:                 |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |            |          
|                                  
|                                  
|                                  
|                                  
|                                   |                                       | Demand  |                                                     |           | 623,506              |           |                     |           | 689,124   |           |           |            | 2,148,621 |            |           |            | 1,975,586 |           
|                                  
|                                  
|                                  
|                                  
|                                   |                                       | Savings |                                                     |           | 54,031               |           |                     |           | 60,376    |           |           |            | 172,862   |            |           |            | 178,781   |           
|                                  
|                                  
|                                  
|                                  
|                                   |                                       | Time    |                                                     |           | 1,924,916            |           |                     |           | 1,519,151 |           |           |            | 5,507,108 |            |           |            | 4,302,154 |           
|                                  
|                                  
|                                  
|                                  
|                                   | Interest on FHLB and other borrowings |         |                                                     | 541,028   |                      |           |                     | 487,811   |           |           |           | 1,423,262  |           |            |           | 998,910    |          
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Total interest expense                              |           |                      | 3,143,481 |                     |           |           | 2,756,462 |           |            |           | 9,251,853  |           |            |           | 7,455,431  | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Net interest income                                 |           |                      | 3,563,367 |                     |           |           | 3,530,174 |           |            |           | 10,832,174 |           |            |           | 10,045,708 | 
|                                  
|                                  
|                                  
|                                  
|Provision for loan losses          |                                       |         | 228,000                                             |           |                      |           | 150,000             |           |           |           | 682,500   |            |           |            | 250,000   |           
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Net interest income after provision
for loan losses |           |                      | 3,335,367 |                     |           |           | 3,380,174 |           |            |           | 10,149,674 |           |            |           | 9,795,708  | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Other income:                      |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                  
|                                  
|                                  
|                                  
|                                   | Service charges on deposit accounts   |         |                                                     | 710,287   |                      |           |                     | 601,911   |           |           |           | 2,110,153  |           |            |           | 1,363,201  |          
|                                  
|                                  
|                                  
|                                  
|                                   | Miscellaneous                         |         |                                                     | 462,558   |                      |           |                     | 262,504   |           |           |           | 1,192,375  |           |            |           | 753,279    |          
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Total other income                                  |           |                      | 1,172,845 |                     |           |           | 864,415   |           |            |           | 3,302,528  |           |            |           | 2,116,480  | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Other expenses:                    |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                  
|                                  
|                                  
|                                  
|                                   | Salaries and employee benefits        |         |                                                     | 1,635,963 |                      |           |                     | 1,362,687 |           |           |           | 4,687,504  |           |            |           | 3,984,421  |          
|                                  
|                                  
|                                  
|                                  
|                                   | Occupancy                             |         |                                                     | 412,246   |                      |           |                     | 373,346   |           |           |           | 1,157,497  |           |            |           | 1,083,676  |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other operating                       |         |                                                     | 725,854   |                      |           |                     | 637,903   |           |           |           | 2,121,419  |           |            |           | 1,741,342  |          
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Total other expenses                                |           |                      | 2,774,063 |                     |           |           | 2,373,936 |           |            |           | 7,966,420  |           |            |           | 6,809,439  | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Earnings before income taxes       |                                       |         | 1,734,149                                           |           |                      |           | 1,870,653           |           |           |           | 5,485,782 |            |           |            | 5,102,749 |           
|                                  
|                                  
|                                  
|                                  
|Income taxes                       |                                       |         | 583,291                                             |           |                      |           | 699,386             |           |           |           | 1,891,495 |            |           |            | 1,831,500 |           
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Net earnings                                        |           | $                    | 1,150,858 |                     |           |           | 1,171,267 |           |            |           | 3,594,287  |           |            |           | 3,271,249  | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Basic earnings per share                            |           | $                    | .37       |                     |           |           | .38       |           |            |           | 1.16       |           |            |           | 1.06       | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                       |         | Diluted earnings per share                          |           | $                    | .37       |                     |           |           | .37       |           |            |           | 1.15       |           |            |           | 1.04       | 
|                                   |                                       |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           

See accompanying notes to consolidated financial
statements.

4



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2001 and 2000
(unaudited)

|                                        |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |   |          |        |       | 
|--------------------------------------- | ------------------------------------------------------------- | ------------------------------------------ | -------------------------- | ---------------------------------------------- | -------- | -------------------- | --------- | ------------------- | -------- | ---- | --------- | ---- | --------- | ----- | --------- | - | -------- | ------ | ----- | 
|                                        |                                                               |                                            |                            |                                                |          | For the Three Months |           | For the Nine Months
|                                        |                                                               |                                            |                            |                                                |          | Ended September 30,  |           | Ended September 30,
|                                        |                                                               |                                            |                            |                                                |          |                      |           |                    
|                                        |                                                               |                                            |                            |                                                |          | 2001                 |           | 2000                |          | 2001 |           | 2000
|                                        |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |     
|Net earnings                            |                                                               | $                                          | 1,150,858                  |                                                |          |                      | 1,171,267 |                     |          |      | 3,594,287 |      |           |       | 3,271,249 |  
|                                       
|                                       
|                                       
|                                       
|Other comprehensive income, net of tax: |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |  
|                                       
|                                       
|                                       
|                                       
|                                        | Unrealized gains on investment
Securities available for sale: |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |   |         
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Unrealized gains arising during
the period |                            |                                                | 634,932  |                      |           |                     | 720,249  |      |           |      | 1,237,660 |       |           |   | 727,343  |       
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               | Associated (taxes)                         |                            |                                                | (222,226 | )                    |           |                     | (252,087 | )    |           |      | (433,181  | )     |           |   | (254,570 | )     
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               |                                            |                            | Reclassification adjustment for
(gains) losses |          |                      | (22,008   | )                   |          |      | 107       |      |           |       | (22,008   | ) |          |        | 8,870 | 
|                                       
|                                       
|                                       
|                                       
|                                        |                                                               |                                            | Associated taxes (benefit) |                                                |          | 7,703                |           |                     |          | (37  | )         |      |           | 7,703 |           |   |          | (3,105 | )    
|                                        |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |  
|Other comprehensive income              |                                                               |                                            | 398,401                    |                                                |          |                      | 468,232   |                     |          |      | 790,174   |      |           |       | 478,538   |  
|                                        |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |  
|Comprehensive income                    |                                                               | $                                          | 1,519,259                  |                                                |          |                      | 1,639,499 |                     |          |      | 4,384,461 |      |           |       | 3,749,787 |  
|                                        |                                                               |                                            |                            |                                                |          |                      |           |                     |          |      |           |      |           |       |           |  

See accompanying notes to consolidated financial statements.

5



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2001 and 2000

|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |             |         |            |             |  
|------------------------------------------------ | ----------------------------------------------------------------------------------- | ------------------------------------------ | ----------------- | ----------------------------------------- | ------- | ---------- | ----------- | ----------- | ------- | ---------- | ----------- | -
|                                                 |                                                                                     |                                            |                   |                                           |         | 2001       |             | 2000       
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|Cash flows from operating activities:            |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net earnings                                                                        |                                            | $                 | 3,594,287                                 |         |            |             | 3,271,249   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments
to reconcile net earnings to net cash
Provided by operating activities: |                                            |                   |                                           |         |            |             |             |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Depreciation, amortization and accretion   |                   |                                           | 575,442 |            |             |             | 564,971 |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for loan losses                  |                   |                                           | 682,500 |            |             |             | 250,000 |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Provision for deferred income taxes        |                   |                                           | 90,717  |            |             |             | 55,919  |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Loss sale of securities available for sale |                   |                                           | (22,008 | )          |             |             | 8,870   |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Gain on sale of premises and equipment     |                   |                                           | (3,140  | )          |             |             | (15,027 | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Gain on sale of other real estate          |                   |                                           | (5,287  | )          |             |             |        |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     | Change in:                                 |                   |                                           |         |            |             |             |         |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                            | Other assets      |                                           |         | (1,006,861 | )           |             |         | (1,161,272 | )          
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                     |                                            | Other liabilities |                                           |         | 1,360,729  |             |             |         | 1,617,083  |            
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                 |                                                                                     |                                            |                   | Net cash provided by operating activities |         |            | 5,266,379   |             |         |            | 4,591,793   |  
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|Cash flows from investing activities:            |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of securities available for sale                                |                                            |                   | 1,080,000                                 |         |            |             | 560,520     |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from maturities of securities available for sale                           |                                            |                   | 15,327,598                                |         |            |             | 2,850,535   |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of securities available for sale                                          |                                            |                   | (21,809,858                               | )       |            |             | (2,286,470  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in loans                                                                 |                                            |                   | (28,917,305                               | )       |            |             | (38,239,728 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sale of premises and equipment                                        |                                            |                   | 11,342                                    |         |            |             | 31,428      |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of premises and equipment                                                 |                                            |                   | (1,059,732                                | )       |            |             | (689,095    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Improvements to other real estate                                                   |                                            |                   | (137,881                                  | )       |            |             |            |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sales of other real estate                                            |                                            |                   | 475,088                                   |         |            |             | 24,744      |        
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                 |                                                                                     |                                            |                   | Net cash used by investing activities     |         |            | (35,030,748 | )           |         |            | (37,748,066 | )
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|Cash flows from financing activities:            |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net change in deposits                                                              |                                            |                   | 43,517,644                                |         |            |             | 12,082,430  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Federal Home Loan Bank advances                                                     |                                            |                   | 10,000,000                                |         |            |             | 15,000,000  |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Federal Home Loan Bank advance repayment                                            |                                            |                   | (600,000                                  | )       |            |             |            |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from other borrowings                                                      |                                            |                   | 777,000                                   |         |            |             | 420,000     |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of other borrowings                                                       |                                            |                   | (795,000                                  | )       |            |             | (270,000    | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Dividends paid                                                                      |                                            |                   | (1,263,748                                | )       |            |             | (1,076,788  | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Exercise of stock options                                                           |                                            |                   | 20,743                                    |         |            |             | 24,792      |        
|                                                
|                                                
|                                                
|                                                
|                                                 | Retirement of common stock                                                          |                                            |                   | (28,604                                   | )       |            |             | (280,029    | )      
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|                                                 |                                                                                     |                                            |                   | Net cash provided by financing activities |         |            | 51,628,035  |             |         |            | 25,900,405  |  
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|Change in cash and cash equivalents              |                                                                                     |                                            | 21,863,666        |                                           |         |            | (7,255,868  | )          
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                     |                                            | 11,937,664        |                                           |         |            | 20,065,644  |            
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            
|Cash and cash equivalents at end of period       |                                                                                     | $                                          | 33,801,330        |                                           |         |            | 12,809,776  |            
|                                                 |                                                                                     |                                            |                   |                                           |         |            |             |            

See accompanying notes to consolidated financial
statements.

6



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##### Table of Contents






WGNB CORP.
Consolidated Statements of Cash Flows, continued

For the Nine Months Ended September 30, 2001 and 2000

(unaudited)

|                                                  |                                              |                                                               |                                                                         |  |        |           |      |  |        |           | 
|------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------------------------------------- |  | ------ | --------- | ---- |  | ------ | --------- | 
|                                                  |                                              |                                                               |                                                                         |  | 2001   |           | 2000
|                                                  |                                              |                                                               |                                                                         |  |        |           |     
|Supplemental disclosure of cash flow information: |                                              |                                                               |                                                                         |  |        |           |      | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid during the period for:             |                                                               |                                                                         |  |        |           |      |  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Interest                                                                |  | $      | 8,984,312 |      |  |        | 6,810,218 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Income taxes                                                            |  |        | 2,162,182 |      |  |        | 1,960,313 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non-cash investing and financing activities: |                                                               |                                                                         |  |        |           |      |  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Transfer of loans to other real estate                                  |  |        |          |      |  |        | 88,918    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Financed sales of other real estate                                     |  |        |          |      |  |        | 50,273    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Change in unrealized gains on
securities available for sale, net of tax |  |        | 790,174   |      |  |        | 478,538   | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              |                                                               | Change in dividends payable                                             |  |        | 30,708    |      |  |        | 54,834    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                              | Satisfaction of other liability with issuance
of common stock |                                                                         |  | 25,438 |           |      |  | 24,793 |          

See accompanying notes to consolidated financial statements.

7



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##### Table of Contents






WGNB Corp.

Notes to Consolidated Financial Statements

NOTE (1)  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of WGNB Corp. (the
Company) and its wholly-owned subsidiaries, West Georgia National Bank (the
Bank) and West Georgia Credit Services, Inc. (the Finance Company). All
significant inter-company accounts have been eliminated in consolidation. In
some cases, certain prior period amounts have been reclassified to conform with
current year presentation.

The accompanying unaudited interim consolidated financial statements reflect
all adjustments which, in the opinion of management, are necessary to present
fairly the Companys financial position as of September 30, 2001, and the
results of its operations and its cash flows for the nine-month period then
ended. All such adjustments are normal and recurring in nature. The financial
statements included herein should be read in conjunction with consolidated
financial statements and the related notes and the report of independent
accountants included in the Companys filing on form 10-KSB which included the
results of operations for the years ended December 31, 2000 and 1999.

NOTE (2)  NET EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period while the effects of potential common
shares outstanding during the period are included in diluted earnings per
share. The average market price during the year is used to compute equivalent
shares. All net earnings per share amounts have been restated to conform to
the provisions of SFAS No. 128.

Reconciliation of the amounts used in the computation of both basic earnings
per share and diluted earnings per share for the periods ended September 30,
2001 and September 30, 2000 are as follows:

|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  
|--------------------------------------------- |  | -------------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | -------- | ---- | -
|                                              |  | For the nine months ended September 30, 2001
|                                              |  |                                             
|                                              |  |                                              |           |               |  |           |           |  |  | Earnings
|                                              |  | Net Earnings                                 |           | Common Shares |  | per Share
|Basic earnings per share                      |  | $                                            | 3,594,287 |               |  |           | 3,097,453 |  |  | $        | 1.16 |  
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                              |          |               |  |           | 32,500    |  |  |          | (.01 | )
|                                             
|                                             
|                                             
|                                             
|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  
|Diluted earnings per share                    |  | $                                            | 3,594,287 |               |  |           | 3,129,953 |  |  | $        | 1.15 |  
|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  

|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  
|--------------------------------------------- |  | -------------------------------------------- | --------- | ------------- |  | --------- | --------- |  |  | -------- | ---- | -
|                                              |  | For the nine months ended September 30, 2000
|                                              |  |                                             
|                                              |  |                                              |           |               |  |           |           |  |  | Earnings
|                                              |  | Net Earnings                                 |           | Common Shares |  | per Share
|Basic earnings per share                      |  | $                                            | 3,271,249 |               |  |           | 3,099,700 |  |  | $        | 1.06 |  
|                                             
|                                             
|                                             
|                                             
|Effect of dilutive securities  Stock Options |  |                                              |          |               |  |           | 34,933    |  |  |          | (.02 | )
|                                             
|                                             
|                                             
|                                             
|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  
|Diluted earnings per share                    |  | $                                            | 3,271,249 |               |  |           | 3,134,633 |  |  | $        | 1.04 |  
|                                              |  |                                              |           |               |  |           |           |  |  |          |      |  

8



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Results of Operations and
Financial Condition

Forward Looking Statements

This report may contain certain forward-looking statements including
statements concerning plans, objectives, future events or performance and
assumptions and other statements that are not statements of historical fact.
The Company cautions readers that the following important factors, among
others, could cause the Companys actual results to differ materially from the
forward-looking statements contained in this report: (i) the effect of changes
in laws and regulations, including federal and state banking laws and
regulations, with which the Company and its subsidiaries must comply, and the
associated costs of compliance with such laws and regulations either currently
or in the future as applicable; (ii) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies as well as
by the Financial Accounting Standards Board, or of changes in the Companys
organization, compensation and benefit plans; (iii) the effect on the Companys
competitive position within its market area of the increasing consolidation
within the banking and financial services industries, including the increased
competition from larger regional and out-of-state banking organizations as well
as non-bank providers of various financial services; (iv) the effect of changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in local, regional or national economies. The Company cautions that
the foregoing list of important factors is not exclusive.

Results of Operations

Quarters and nine months ended September 30, 2001 and 2000

Overview

Net earnings for the nine months ended September 30, 2001 was $3.6
million, or $1.15 per diluted share. This represents an increase of $323,038,
or $.11 per diluted share, when compared to the nine months ended September 30,
2000. The percentage increase in net earnings from the period ended September
30, 2000 to September 30, 2001 was 9.9 percent and net earnings per diluted
share increased 10.5 percent. The net earnings for the third quarter of 2001
were $1.15 million, or $.37 per diluted share, compared to $1.17 million, or
$.37 per diluted share, for the third quarter of 2000.

Precipitous downward interest rate movement during 2001 significantly
decreased the Banks net interest margin in the third quarter and will likely
continue to have an adverse impact on the Banks net interest margin and
earnings for the remainder of the year. Non-interest income, however,
continues to be positive, with fees attributable to refinancing of mortgages
increasing over 200 percent when compared to 2000s third quarter year-to-date
amount.

Net Interest Income

Net interest income for the first nine months of 2001 exceeded that of the
first nine months of 2000 by $786,000, or 7.8 percent. However, the Companys
net interest margin percentage has decreased (on a year-to-date basis) from
5.42 percent as of September of 2000 to 4.90 percent as of September of 2001.

Average year-to-date total earning assets have increased in excess of $48
million, or 19 percent, and average year-to-date total deposits and other
borrowings have increased $45 million, or 19 percent, when comparing September
30, 2000 to the same period in 2001. At the same time, year-to-date interest
income increased $2.6 million, or 15 percent, and year-to-date interest expense
increased $1.8 million, or 24 percent, causing the year-to-date interest margin
to decrease 52 basis points, or 9.6 percent. The discount rate has decreased
350 basis points since January 1, 2001 which directly impacts the Banks
variable priced loans. Currently, the Banks earning assets are repricing
disproportionately with interest-bearing liabilities due to the Banks limited
ability to reprice liabilities in a competitive deposit market as the discount
rate moves towards 2 percent.

9



---



##### Table of Contents



Non-Interest Income and Expense

Non-interest income for the first nine months of 2001 increased by $1.2
million, or 56 percent, when compared to the same period in 2000. The increase
is primarily attributable to an increase of $775,000, or 66 percent, in service
fees for non-sufficient funds on overdraft accounts and an increase of
$340,000, or 205 percent, for brokerage fees applicable to origination of
mortgages due to refinancing.

Non-interest expense for the two, three-quarter periods ended September
30, 2000 and 2001 has increased by $1.15 million, or 17 percent. Salaries and
employee benefits increased $703,000, or 18 percent. The increase of this line
item is primarily attributable to costs of personnel added to open two branches
in the Douglas County market. The $74,000, or 7 percent, increase in occupancy
expense is also primarily related to the new Douglasville locations and some
refurbishment that has taken place at the Banks main office, operations
center, the Villa Rica branch and the First Tuesday Mall branch. Other
operating expense has increased by $380,000, or 22 percent, when comparing the
third quarters ended September 30, 2001 and 2000. The other operating expense
increase is primarily attributable to $175,000 in program fees related to the
Banks bounce protection program and $150,000 in legal and professional fees
incurred in investigating business opportunities.

Income Taxes

Income tax expense for the first nine months of 2001 was $1.9 million
compared to $1.8 million in 2000 for the same period. The marginal tax rates
for the years-to-date September 30, 2001 and 2000 were 34.5 percent and 35.9
percent, respectively.

Provision and Allowance for Possible Loan and Lease Losses

The adequacy of the allowance for loan and lease losses is determined
through managements informed judgment concerning the amount of risk inherent
in the Companys loan and lease portfolios. This judgment is based on such
factors as the change in levels of non-performing and past due loans and
leases, historical loan loss experience, borrowers financial condition,
concentration of loans to specific borrowers and industries, estimated values
of underlying collateral, and current and prospective economic conditions. The
allowance for loan and lease losses at September 30, 2001 was $3.5 million, or
1.36 percent, of total loans compared to $2.7 million, or 1.20 percent, at
September 30, 2000. Management believes that the allowance for loan and lease
is adequate to absorb possible loss in the loan portfolio. Management has
increased the allowance as a percentage of outstanding loans due to uncertainty
related to the national economy and its impact on the Companys market area as
well as a higher level of non-performing assets and classified loans.

Non-Performing Assets and Past Due Loans

Non-performing assets, comprised of real estate owned, non-accrual loans
and loans for which payments are more than 90 days past due, totaled $2.3
million at September 30, 2001 compared to $631,000 at September 30, 2000.
Non-performing assets as a percentage of total loans and real estate owned at
September 30, 2001 and September 30, 2000 were 0.9 percent and 0.3 percent,
respectively.

The Company has a loan review function that continually monitors selected
loans for which general economic conditions or changes within a particular
industry could cause the borrowers financial difficulties. The loan review
function also identifies loans with high degrees of credit or other risks. The
focus of loan review as well as management is to maintain a low level of
non-performing assets and return current non-performing assets to earning
status. Management is unaware of any known trends, events or uncertainties
that will have or that are reasonably likely to have a material effect on
liquidity, capital resources or operations.

10



---



##### Table of Contents



Financial Condition

Overview

Total assets were $346 million at September 30, 2001, an increase of $57
million, or 20 percent, from December 31, 2000. Total loans have grown $28.2
million, or 12.6 percent, cash and cash equivalents have grown $21.9 million,
or 183.1 percent, and total deposits have grown $43.5 million, or 18.6 percent.
The Companys growth is attributable primarily to the changing economic
climate as funds flow from the stock market back into financial institutions.
The Banks loan production and demand, however, has slowed considerably since
economic conditions were impacted by the events in early September 2001.

Assets and Funding

At September 30, 2001 earning assets totaled $328 million, an increase of
more than $57.3 million, or 19.8 percent, from December 31, 2000. In the third
quarter of 2001, the balance sheet has become more liquid than it was on
December 31, 2000. The earning asset mix has changed due to the liquid assets
that accumulated on the balance sheet because of rapid deposit growth. At
September 30, 2001, loans constituted 78 percent, federal funds constituted 7
percent and investment securities constituted 15 percent of total earning
assets. At December 31, 2000, loans constituted 84 percent, federal funds
constituted 0 percent and investment securities constituted 16 percent of the
Companys earning assets. The loan to deposit ratio was 92 percent and 98
percent as of September 30, 2001 and December 31, 2000, respectively.

At September 30, 2000, interest-bearing deposits have increased $38.4
million, or 18.9 percent, compared to those at December 31, 2000.
Non-interest-bearing deposits have increased $5.2 million, or 16.7 percent,
through the third quarter of 2001 and totaled $36 million at September 30,
2001. Federal Home Loan Bank Advances have increased $10 million in the first
nine months of 2001 and totaled $35 million at September 30, 2001. The
advances are fixed rate with varying terms, calls and maturity dates. The
average maturity of the advance portfolio is 3.7 years. At September 30, 2001,
deposits represented 89 percent and advances constituted 11 percent of funding
liabilities.

Liquidity and Capital Resources

Net cash provided by operating activities totaled $5.3 million for the
nine months ended September 30, 2001. Net cash used by investing activities
totaled $35 million, consisting primarily of $28.9 million of loan funding and
$6.1 million of net investment security purchases over maturities and calls.
Net cash provided by financing activities was $51.6 million for the three
quarters ended 2001. Most of the cash accumulated by financing activity was
due to a net increase in deposits of $43.5 million and $10 million of Federal
Home Loan Bank advances.

Total stockholders equity at September 30, 2001 was 8.3 percent of total
assets compared to 8.9 percent at December 31, 2000. The decrease in the
capital percentage is attributed to a $57 million increase in total assets
while total capital increased $3.1 million. At September 30, 2001, WGNB Corp.
was in compliance with various regulatory capital requirements administered by
federal and state banking agencies. The following is a table representing WGNB
Corp.s consolidated Tier-1, tangible capital and risked-based capital:

|                                         |  |                    |        |   |  |        |       |          |  |        |        |   |  |        |      |   |  |   |        |  |  |  |      |  
|---------------------------------------- |  | ------------------ | ------ | - |  | ------ | ----- | -------- |  | ------ | ------ | - |  | ------ | ---- | - |  | - | ------ |  |  |  | ---- | -
|                                         |  | September 30, 2001
|                                         |  |                   
|                                         |  | Actual             |        |   |  |        |       | Required |  |        |        |   |  | Excess |      |   |  |  
|                                         |  | Amount             |        | % |  | Amount |       | %        |  | Amount |        | %
|                                         |  |                    |        |   |  |        |       |          |  |        |        |  
|Total capital (to risk-weighted assets)  |  | $                  | 31,578 |   |  |        | 12.17 | %        |  | $      | 20,759 |   |  |        | 8.00 | % |  | $ | 10,819 |  |  |  | 4.17 | %
|                                        
|                                        
|                                        
|                                        
|Tier I capital (to risk-weighted assets) |  |                    | 28,078 |   |  |        | 10.82 | %        |  |        | 10,379 |   |  |        | 4.00 | % |  |   | 17,699 |  |  |  | 6.82 | %
|                                        
|                                        
|                                        
|                                        
|Tier 1 capital (to
average assets)       |  |                    | 28,078 |   |  |        | 9.26  | %        |  |        | 13,641 |   |  |        | 4.00 | % |  |   | 14,437 |  |  |  | 5.26 | %

11



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##### Table of Contents






Part II  Other Information

Item 1. Legal Proceedings

There are no material, pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.

Item 2. Changes in Securities and Use of Proceeds



| |                    
| | -------------------
| | (a) Not applicable.
|
| | (b) Not applicable.
|
| | (c) Not Applicable.
|
| | (d) Not applicable.

The declaration of dividends is within the discretion of the Board of
Directors and will depend, among other things, upon business conditions,
earnings, the financial condition of the Bank and the Company, and regulatory
requirements.

Item 3. Defaults Upon Senior Securities



| |                
| | ---------------
| | Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders



| |                
| | ---------------
| | Not applicable.

Item 5. Other Information



| |      
| | -----
| | None.

Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed as part of this Report:

|    |  |                                                                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Amended and Restated Articles of Incorporation (Incorporated by reference
to Exhibit 3.1 to the Companys Registration Statement on Form 10-SB filed
June 14, 2000 (the Form 10-SB)
|   
|   
|   
|   
|3.2 |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
 the Form 
10-SB)                                                                                           
|   
|   
|   
|   
|4.1 |  | See exhibits 3.1 and 3.2 for provisions of Companys Articles of
Incorporation and Bylaws Defining the Rights of Shareholders.                                                       
|   
|   
|   
|   
|4.2 |  | Specimen certificate representing shares of Common Stock (Incorporated by
reference to Exhibit 4.2 to the Form 10-SB)                                                                
|   
|   
|   
|   
|4.3 |  | Rights Agreement dated as of February 12, 1997 between the Company and
SunTrust Bank, Atlanta (Incorporated by reference to Exhibit 4.3 to the
Form 10-SB)                           
|   
|   
|   
|   
|(b) |  | Reports on Form 8-K                                                                                                                                                                  
|   
|   
|   
|   
|    |  | No reports on Form 8-K were filed during the quarter ended September
30, 2001.                                                                                                       

12



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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: November 1, 2001

| |  |  |  |     |  |                                                      
| |  |  |  | --- |  | -----------------------------------------------------
| |  |  |  |     |  | WGNB CORP                                            
|
|
|
|
| |  |  |  | By: |  |                                                      
|
|
|
|
| |  |  |  |     |  | /s/ L. Leighton Alston                               
| |  |  |  |     |  |                                                      
| |  |  |  |     |  | L. Leighton
Alston
President and CEO                 
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |  |  |  | By: |  | /s/ Steven J. Haack                                  
| |  |  |  |     |  |                                                      
| |  |  |  |     |  | Steven J.
Haack
Treasurer
Principal Financial Officer

13